|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STRYKER CORP 2825 AIRVIEW BOULEVARD KALAMAZOO, MI 49002 |
X |
/s/ Curt R. Hartman, Vice President and Chief Financial Officer, on behalf of Stryker Corporation | 06/29/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger, dated May 16, 2011 (the "Merger Agreement"), among Stryker Corporation ("Parent"), Owl Acquisition Corporation (the "Purchaser") and Orthovita, Inc. (the "Company"), the Purchaser, an indirect wholly owned subsidiary of Parent, commenced a tender offer (the "Offer") on May 27, 2011 for all of the outstanding shares of common stock of the Company (the "Shares") at a price of $3.85 per Share in cash. The Offer expired at 12:00 midnight, New York City time, at the end of Friday, June 24, 2011, at which time approximately 67,512,965 Shares had been validly tendered and not withdrawn pursuant to the Offer (including 1,312,608 Shares subject to guarantees of delivery), and such Shares were accepted for purchase by the Purchaser on June 27, 2011. The Shares purchased represented approximately 87.6% of the Company's outstanding Shares. |
(2) | Reflects all of the outstanding Shares of the Company not tendered in the Offer and deemed acquired by Parent pursuant to the consummation of the merger of Purchaser with and into the Company (the "Merger"). Upon consummation of the Merger, each Share acquired by Parent pursuant to the Offer and the Merger was canceled and ceased to exist. |
(3) | Prior to the Merger, the acquired securities were owned directly by Purchaser, an indirect wholly owned subsidiary of Parent. Prior to the Merger, Parent indirectly held through Howmedica Osteonics Corporation, a direct subsidiary of Parent, 100 shares of Purchaser, par value $0.01 per share, which shares represented all of the issued and outstanding common stock of Purchaser. Upon the consummation of the Merger, each share of Purchaser was converted into one share of the surviving corporation. Purchaser's separate existence ceased and the Company survived as an indirect wholly owned subsidiary of Parent. |